中航沈飞股份有限公司 章 程 2025 年 5 月 29 日 | 第- | -블 | 总 则 . . | | --- | --- | --- | | 第二章 | | 经营宗旨和范围 . | | 第三章 | | 股 份 . | | 第一节 | | 股份发行 | | 第二节 | | 股份增减和回购 . | | 第三节 | | 股份转让 | | 第四章 | | 股东和股东会 . | | 第一节 | | 股东的一般规定 . | | 第二节 | | 控股股东和实际控制人 | | 第三节 | | 股东会的一般规定 | | 第四节 | | 股东会的召集 ······················································· · | | 第五节 | | 股东会的提案与通知 | | 第六节 | | 18 股东会的召开 . | | 第七节 | | 股东会的表决和决议 . | | 第五章 | | 董事公 . | | 第一节 | | 董 事 | | 第二节 | | 董事会 . | | 第三节 | | 独立董事 40 | | | | 中航沈飞股份有限公司章程 第一章 总 则 第一条 为确立中航沈 ...

中航沈飞股份有限公司 股东会议事规则 （经 2025 年第一次临时股东大会审议批准） 600760 GLG 第一章 总 则 第一条 为规范中航沈飞股份有限公司（以下简称"公司"）行为，保证 股东会依法行使职权，根据《中华人民共和国公司法》（以下简称《公司法》）、 《中华人民共和国证券法》（以下简称《证券法》）、《上市公司股东会规则》、 《上海证券交易所股票上市规则》、《上海证券交易所上市公司自律监管指引 第 1 号——规范运作》等法律、法规、规范性文件及《中航沈飞股份有限公司 章程》（以下简称《公司章程》）的规定，结合公司实际情况，制定本制度。 第二条 公司应当严格按照法律、行政法规、本规则及《公司章程》的相 关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应 当勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开 ...

嘉源 · 法律意见书 复源律师事务所 A YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN 北京市嘉源律师事务所 关于中航沈 限公司 2025 年第 会的 务所 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 中航沈飞股份有限公司 2025年第一次临时股东大会 致:中航沈飞股份有限公司 北京市嘉源律师事务所 关于中航沈飞股份有限公司 2025年第一次临时股东大会的 法律意见书 嘉源(2025)-04-388 北京市嘉源律师事务所(以下简称"本所")受中航沈飞股份有限公司(以 下简称"公司")委托,根据《中华人民共和国公司法》(以下简称"《公司法》") 《上市公司股东会规则》（以下简称"《股东会规则》"）等现行有效的法律、 行政法规、部门规章、规范性文件(以下简称"法律法规")以及《中航沈飞股 份有限公司章程》(以下简称"《公司章程》")的有关规定,指派律师对公司 2025 年第一次临时股东大会(以下简称"本次股东大会")进行见证,并依法 出具本法律意见书。 为出具本法律意见 ...

重要内容提示： 本次会议是否有否决议案：无 证券代码：600760 证券简称：中航沈飞 公告编号：2025-037 中航沈飞股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 2,932 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,930,709,419 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 70.0624 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由纪瑞东董事长主持，会议以现场投票与网络投票相结合的方 (一) 股东大会召开的时间：2025 年 5 月 29 日 (二) 股东大会召开的地点：辽宁省沈阳市皇姑区陵北街 1 号公司办公楼会议 室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 式进行表决，会议的召开程序及表决方式符合《公司法》 ...

Investment Rating - The report maintains a positive outlook on the defense and military industry, suggesting a "Buy" recommendation for the sector in 2024 and 2025 [3][4]. Core Insights - The overall performance of the military industry is temporarily under pressure, with a projected decline in net profit of 23.00% for 2024 and 2.94% for Q1 2025. However, the long-term growth trend remains intact [3][4][22]. - The report highlights the differentiation in performance across various segments, with the naval and aerospace sectors showing significant growth, while others face challenges [3][4][48]. - The industry is expected to benefit from stable demand for high-end military capabilities and the emergence of new technologies, which will drive future growth [4][5]. Summary by Sections 1. Industry Performance - The military industry experienced a decline in revenue and net profit in 2024 and Q1 2025, with net profit dropping by 23.00% and 2.94% respectively [22]. - Revenue for 2024 is projected at 622.1 billion, with a slight decline of 1.16% year-on-year, while Q1 2025 revenue is expected to be 122 billion, down 0.89% [19][22]. - The industry is witnessing a stable growth in operational indicators, indicating a sustained level of industry prosperity [4][28]. 2. Revenue and Profit - The aerospace segment contributes the most to the industry's revenue and net profit, accounting for 44% and 39% respectively in 2024, and 40% and 36% in Q1 2025 [40][41]. - The naval equipment sector shows a strong growth rate, with revenue growth of 10.81% in 2024 and 10.10% in Q1 2025 [48][57]. - The report notes that over half of the companies in the industry faced temporary performance pressures, but the naval segment has shown resilience [48] . 3. Profitability Metrics - The overall profitability of the military industry is slightly declining, with gross and net profit margins for 2024 at 19.99% and 6.12% respectively, showing a decrease from previous years [26][27]. - The military electronics segment maintains the highest profitability, with a gross margin of 39.41% in 2024 [26][27]. 4. Operational Indicators - Key operational metrics such as inventory, accounts payable, and contract liabilities have shown stable growth, indicating a robust demand outlook [28][29]. - The military industry recorded a 2.90% increase in inventory and a 9.99% rise in accounts payable in 2024, reflecting strong procurement activities to meet downstream orders [28][29]. 5. Key Investment Targets - The report recommends focusing on two main investment combinations: high-end military capabilities and new technology-driven military solutions, highlighting specific companies within these categories [4][5].

Core Viewpoint - The aerospace sector is experiencing a significant surge, with key stocks and ETFs showing strong performance, driven by recent successful satellite launches and a positive outlook for the industry [1][2]. Group 1: Market Performance - As of May 29, 2025, the CN5082 aerospace industry index rose by 1.71%, with notable stock increases including Guangqi Technology (7.39%) and Shanghai Hanyun (5.39%) [1]. - The Aerospace ETF Tianhong (159241) increased by 1.51%, leading its category, with a trading volume of 100 million yuan and a turnover rate of 29.06% [1][2]. Group 2: Fee Structure - The management fee for the Aerospace ETF Tianhong is 0.50%, and the custody fee is 0.10%, making it the lowest among comparable funds [2]. Group 3: Recent Launches - In May 2025, several successful satellite launches occurred, including: - Long March 6 rocket launched the Remote Sensing Satellite 40 on May 11 [2]. - Long March 3B rocket successfully launched Communication Technology Test Satellite 19 on May 13 [2]. - Long March 2D rocket launched a constellation of twelve satellites on May 14 [2]. - Blue Arrow Aerospace's Zhuque-2 rocket successfully launched six satellites on May 17 [2]. Group 4: Industry Outlook - According to a report by CICC, the aerospace technology sector is gradually bottoming out due to demand, with strong demand rigidity and long-term certainty expected to drive recovery in the industry [2]. - The sector is anticipated to experience compensatory growth in 2025, supported by a low base and the easing of industry disruptions [2]. Group 5: Index Composition - As of April 30, 2025, the top ten weighted stocks in the CN5082 aerospace industry index accounted for 52.89% of the index, including Guangqi Technology and AVIC Shenyang Aircraft [3].

Core Insights - The military industry is undergoing a significant transformation in investment logic, shifting from geopolitical factors to a dual-driven model of "hard technology innovation + industrial upgrading" [1] - Public funds are increasingly investing in aerospace ETF products, with the Huaxia Aerospace ETF (code: 159227) tracking the National Aerospace Industry Index, which focuses on core military companies and low-altitude economy concepts [1][5] Investment Logic - The military industry is moving away from traditional event-driven models to a sustainable growth logic, integrating the "14th Five-Year Plan" equipment mass production with new productivity [2] - The National Aerospace Industry Index covers key areas such as aviation equipment and military electronics, reflecting China's military technology strengths [2] - The C919 aircraft supply chain, including critical materials and core components, is included in the index, allowing it to benefit from domestic substitution and industrial upgrades [2] Index Characteristics - The National Aerospace Industry Index features a unique structure with 38% of its composition in small and medium-sized enterprises, which often exhibit higher performance elasticity [3] - The top ten holdings account for 54% of the index, including leading military enterprises like AVIC and Aero Engine Corporation, creating a balanced structure of "core pillars + innovative pioneers" [3] Industry Opportunities - The aerospace industry is experiencing three strategic growth opportunities: - International military trade has seen a 56.48% increase in export value over the past decade, with drones and precision-guided weapons gaining market share [4] - The low-altitude economy is projected to reach a trillion-level market by 2030, with local plans exceeding 3 trillion yuan for industry clusters [4] - The commercial space sector is growing rapidly, with satellite internet included in new infrastructure, benefiting companies involved in rocket and satellite manufacturing [4] Conclusion - The aerospace industry is entering a golden development period driven by policy support, technological innovation, and market demand [5] - The Aerospace ETF (159227) captures the underlying changes in the military industry and aligns with national strategic emerging industries, offering investors a new opportunity to share in the growth of the aerospace sector [5]

Core Viewpoint - The article emphasizes the increasing military expenditure and geopolitical tensions globally, particularly highlighting the growth in China's military trade and the potential investment opportunities in the aerospace and defense sectors due to these dynamics [2][3][4]. Group 1: Military Expenditure and Geopolitical Tensions - The U.S. has raised its defense spending to over $1 trillion, a year-on-year increase of approximately 13% [2]. - The global arms race is expected to escalate as countries respond to geopolitical conflicts, with China showcasing its military capabilities during recent conflicts [3][4]. Group 2: Growth in Military Trade - China's military trade exports from 2015 to 2024 reached $17.254 billion TIV, a 56.48% increase compared to the previous decade [4]. - Over 60% of China's military exports are directed towards South Asia and Southeast Asia, particularly Pakistan [5]. Group 3: Domestic Military Demand - The upcoming years are expected to see a surge in domestic military equipment orders, driven by the "14th Five-Year Plan" and the centenary of the military [11]. - Major military groups in China are prioritizing military trade as a core business, indicating a strategic shift towards international market competition [8]. Group 4: Aerospace Industry Growth - The C919 aircraft symbolizes China's advancements in the aerospace sector, with nearly 1,500 orders received as of February 2025 [12]. - The market for large aircraft is projected to be valued at approximately $1.4 trillion over the next 20 years, with significant growth expected in satellite internet and low-altitude economy sectors [12]. Group 5: Market Dynamics and Valuation - The aerospace and defense sector is characterized by a focus on mergers and acquisitions, with notable recent transactions aimed at resource integration [14][15]. - The National Aerospace and Aviation Index has shown a strong performance, with a 19.74% annualized return since its inception, indicating robust long-term growth potential [26]. Group 6: Investment Strategies - The aerospace and defense sector is currently at a relatively low valuation, with the latest price-to-book ratio around 3.2, suggesting potential for investment [28]. - Investors are encouraged to consider strategies such as dollar-cost averaging to navigate market volatility while aiming for satisfactory returns [31].

Group 1 - The core viewpoint of the news is the performance of the China Securities Military Industry Index, which has shown a slight decline recently despite a modest increase over the past month [1] - The China Securities Military Industry Index has decreased by 0.73% to 10,524.13 points, with a trading volume of 25.619 billion yuan [1] - Over the past month, the index has increased by 3.75%, while it has only risen by 0.07% over the last three months and has decreased by 0.46% year-to-date [1] Group 2 - The index comprises ten major military groups and other representative listed companies related to the military industry, reflecting the overall performance of military industry companies [1] - The top ten weighted companies in the index include China Shipbuilding (5.72%), Guangqi Technology (5.28%), AVIC Shenyang Aircraft (4.35%), China Heavy Industry (4.15%), and others [1] - The market share of the index's holdings is 55.25% from the Shanghai Stock Exchange and 44.75% from the Shenzhen Stock Exchange [1] Group 3 - The index's holdings are primarily in the industrial sector (73.17%), followed by information technology (9.43%), materials (9.40%), telecommunications services (6.32%), and consumer discretionary (1.68%) [1] - The index samples are adjusted every six months, with adjustments typically not exceeding 10% of the sample [2] - Special circumstances may lead to temporary adjustments of the index, such as delisting of samples or corporate actions like mergers and acquisitions [2]

Core Viewpoint - The China Securities Aerospace Index (CS Aerospace, H30213) is currently at 9234.78 points, reflecting a recent upward trend in the aerospace and defense sector despite a year-to-date decline of 3.23% [1][2]. Group 1: Index Performance - The CS Aerospace Index has increased by 5.60% over the past month and by 1.35% over the last three months, while it has decreased by 3.23% year-to-date [2]. - The index is composed of 50 listed companies with significant daily market capitalization in the aerospace sector, providing diverse investment options for investors [2]. Group 2: Index Composition - The top ten weighted companies in the CS Aerospace Index are: Guoke Technology (9.89%), AVIC Shenyang Aircraft (8.21%), AVIC Optoelectronics (7.7%), Aero Engine Corporation of China (7.02%), AVIC Xi'an Aircraft (5.29%), AVIC Aircraft (4.31%), Aerospace Electronics (3.67%), AVIC Chengfei (3.65%), AVIC Gaoke (3.01%), and China Satellite (2.53%) [2]. - The index's holdings are distributed between the Shenzhen Stock Exchange (50.93%) and the Shanghai Stock Exchange (49.07%) [2]. - The industry composition of the index includes Aerospace (61.47%), Defense Equipment (25.84%), and Space (12.70%) [2]. Group 3: Index Adjustment Mechanism - The index samples are adjusted semi-annually, with adjustments implemented on the next trading day following the second Friday of June and December each year [3]. - Weight factors are generally fixed until the next scheduled adjustment, with special circumstances allowing for temporary adjustments [3]. - Companies that are delisted or undergo significant changes, such as mergers or acquisitions, will be removed or adjusted accordingly from the index [3].